Recent Board Action

By Paul Hayes, Chairman of COPA

The Executive of the Board of COPA, backed by a majority of the full Board, has recently taken steps in relation to a sitting Director, Doug Ronan. The action was necessary, decisive and, as determined by the Board, in the best interests of COPA. This note is intended to quell the rumors that have been circulating and to ensure the facts are available to our members.

One of the express written duties of a Director of COPA is to “Accept and uphold all duly passed Board resolutions and motions.” This is consistent with the operation of all organizations which take collective decisions. The time for differences and debate is when such resolutions and motions are being considered. Once passed by majority vote, a Director is required to accept, uphold and support the collective wisdom of the Board, whether they initially agreed or disagreed with the proposed Board action.

Attacking such decisions, after same have been fully debated, voted upon and thereafter implemented, is not only contrary to the express duties of a Director, it undermines the effectiveness of the organization as a whole. If a member of any Board simply finds themselves unable to support the collective decisions of same, that individual must, in all good conscience, resign.

Further, a requirement of ordinary membership in COPA is to support the aims of the COPA. Those aims are expressed through the resolutions of the elected members of the Board as they are passed by majority vote from time to time. A member, particularly a Director, who attacks Board decisions after they are taken at duly held Board meetings, undermines the aims of this organization. Such a Director jeopardizes his or her continued membership in both the Board and in COPA itself.

Mr. Ronan has expressed his opposition to two decisions taken by the Board on unrelated initiatives during his tenure. His opposition to those decisions has increased as time has passed. His criticisms have not been confined to the merits of the decisions themselves nor have they remained within the Boardroom. They have included attacks leveled at individuals, including those who are not elected members of the Board.

Mr. Ronan was asked by the Board for an explanation, in writing, which was provided. That explanation was found wanting by the majority of the Board.

There is no question Mr. Ronan’s opinions are genuinely felt. In our free and democratic society, individuals are entitled to their opinions and to express same and to criticize the decisions and actions of organizations: but not from a privileged and confidential position on the inside. An individual is not entitled to oppose the very collective decisions of an organization which they expressly mandated to uphold, support and help implement.

Such actions undermine the effectiveness and aims of the organization and can, if unchecked, threaten the very existence of that organization.

The Board felt that it could not simply stand by and allow such actions by one of its members to undermine the effectiveness of COPA. Accordingly, the Board asked for Mr. Ronan’s resignation. When same was refused, the Board instructed its staff not to renew the membership of Mr. Ronan, which expired on June 30, 2013.

As Mr. Ronan is no longer a member of COPA, he is ineligible to sit on its Board.

The forgoing actions were entirely those of the elected members of the Board of Directors. Contrary to certain rumors, including allegations published by Mr. Ronan himself, these actions were not taken by COPA’s President and CEO.

The President properly distanced himself from this issue and is commended for so doing. The President and CEO of COPA continues to enjoy the full backing and support of the Board of Directors.

Again, the actions taken in regards to Mr. Ronan were entirely those of the elected Board and the Board alone.